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CERTAIN INFORMATION
This Prospectus has been prepared in accordance with the following regulations: the Finnish Securities Market Act
(14.12.2012/746, as amended) (the “Finnish Securities Market Act”), the decree issued by the Finnish Ministry of Finance on
Listing Particulars under Chapters 3 through 5 of the Finnish Securities Market Act (20.12.2012/1019, as amended),
Commission Regulation (EC) No 809/2004 issued on 29 April 2004, as amended (annexes IV, V and XXII), implementing
Directive 2003/71/EC of the European Parliament and of the Council and the amendments thereto (the “Prospectus Directive”)
concerning information contained in prospectuses as well as the format, incorporation by reference and publication of such
prospectuses and dissemination of advertisements, and the regulations and guidelines issued by the Finnish Financial
Supervisory Authority (the “FIN-FSA”). The FIN-FSA has approved this Prospectus but is not liable for the correctness of the
information presented herein. The journal number of the FIN-FSA’s decision of approval is FIVA 76/02.05.04/2013.
In this Prospectus, any reference to the “Company”, “Outotec” or “Outotec group” means Outotec Oyj and its subsidiaries on a
consolidated basis, except where it is clear from the context that the term means Outotec Oyj or a particular subsidiary, and
except that references and matters relating to the shares and share capital of the Company or matters of corporate governance
shall refer to the shares, share capital and corporate governance of Outotec Oyj.
This Prospectus should be read in conjunction with all documents which are deemed to be incorporated herein by reference. This
Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Prospectus. See
“Information Incorporated by Reference”.
Nordea Bank Finland Plc and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch (each an “Arranger” and jointly, the
“Arrangers”) are acting exclusively for Outotec as Arrangers of the Listing and will not be responsible to anyone other than
Outotec for providing the protections afforded to their respective clients nor giving investment or other advice in relation to the
Notes.
Prospective investors should rely solely on the information contained in the Prospectus. Neither Outotec nor the Arrangers have
authorised anyone to provide any information or give any statements other than those provided in the Prospectus. Each Arranger
assumes no responsibility for the accuracy or completeness of the information and, accordingly, disclaims to the fullest extent
permitted by applicable law, any and all liability whether arising in tort, contract or otherwise, which it might otherwise be found
to have in respect of this Prospectus or any such statement.
Delivery of the Prospectus shall not, under any circumstances, indicate that the information presented in the Prospectus is correct
on any day other than the date of the Prospectus, or that there would not be any changes in the business of Outotec after the date
of the Prospectus. However, if a fault or omission is discovered in the Prospectus before the admission of the Notes for listing on
the Helsinki Stock Exchange and such fault or omission may be of material importance to investors, the Prospectus shall be
supplemented in accordance with the Finnish Securities Market Act. Information given in the Prospectus is not a guarantee or
grant for future events by Outotec and shall not be considered as such. Unless otherwise stated, any estimates with respect to
market development relating to Outotec or its industry are based upon the reasonable estimates of the Company’s management.
In making an investment decision, each investor must rely on their examination, analysis and enquiry of Outotec and the terms
of the Notes, including the risks and merits involved. Neither Outotec, nor the Arrangers nor any of their respective affiliated
parties or representatives, is making any representation to any offeree or subscriber of the Notes regarding the legality of the
investment by such person. Investors are required to make their independent assessment of the legal, tax, business, financial and
other consequences of an investment in the Notes.
The distribution of the Prospectus and the offer and sale of the Notes in certain jurisdictions may be restricted by law. Persons
into whose possession the Prospectus comes are required by Outotec and the Arrangers to inform themselves about and to
observe any such restrictions. This Prospectus may not be distributed in the United States, Australia, Canada, Hong Kong, Japan
or Singapore or such other countries or otherwise in such circumstances in which the offering of the Notes would be unlawful or
require measures other than those required under the Finnish laws. This Prospectus does not constitute an offer of, or an
invitation to purchase, the Notes in any jurisdiction in which such offer or invitation would be unlawful. No offer is being made
hereby to persons whose participation in the Offering requires any additional prospectus or registration. None of the Company,
the Arrangers or any of their respective affiliates or representatives accepts any legal responsibility for any such violations by
any person or entity, whether or not a prospective purchaser of Notes, and whether or not the person or entity is aware of such
restrictions.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and
the Notes may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of any
U.S. person (as such terms are defined in Regulation S under the Securities Act).
This Prospectus has been prepared solely for the purpose of listing of the Notes on the Helsinki Stock Exchange. It does not
constitute an offer of securities for sale, or a solicitation of an offer to buy any securities, anywhere in the world.
This Prospectus has been prepared in English only. However, the summary of this Prospectus has been translated into Finnish.
The Offering and the Notes are governed by Finnish law. Any dispute arising in relation to the Offering or the Notes shall be
settled exclusively by Finnish courts in accordance with Finnish law.